Consolidated Uranium Inc. (“CUR”, the “Company”, or
“Consolidated Uranium”) (TSXV: CUR) (OTCQX: CURUF) and Premier
American Uranium Inc. (“PUR” or “Premier American
Uranium”) are pleased to announce that the previously
announced spin-out of PUR through a plan of arrangement under the
Business Corporations Act (Ontario) (the
“
Arrangement”) has been completed. The Arrangement
was effective at 12:01 a.m. (Toronto time) on November 27, 2023.
Pursuant to the Arrangement, CUR transferred
ownership of certain indirect wholly-owned subsidiaries that hold
eight U.S. Department of Energy (“DOE”) leases and
certain patented claims located in Colorado (the “CUR
Assets”) to PUR in exchange for 7,753,752 common shares of
PUR (“PUR Shares”).
As part of the Arrangement, CUR distributed
3,876,786 of the PUR Shares it received under the Arrangement to
holders (the “CUR Shareholders”) of common shares
of CUR (the “CUR Shares”) on a pro rata basis,
such that CUR Shareholders as of 12:01 a.m. on the Record Date will
receive 0.0373761 of a PUR Share for each CUR Share held by such
holder as at the Record Date. CUR Shareholders of record as of the
Record Date are entitled to receive PUR Shares in respect of the
CUR Shares they hold. No additional action is required by
registered CUR Shareholders in order to receive PUR Shares, and
they will retain any certificates or direct registration statements
representing their CUR Shares. All registered holders of CUR Shares
have been recorded on the books of PUR as holders of Common Shares.
In accordance with the procedures of CDS Clearing and Depository
Services Inc., the payment date is November 29, 2023, and CUR
Shareholders can expect to receive their PUR Shares on or about
such date (the “Payment Date”).
In addition, PUR has completed the previously
announced acquisition (the “Premier Transaction”)
all of the outstanding shares of Premier Uranium Inc.
(“Premier”), a privately held U.S. uranium focused
project acquisition vehicle which owns a 100% interest in the
Cyclone project in the Great Divide Basin of Wyoming and various
mining claims in the Uravan Mineral Belt of Colorado. As
consideration under the Premier Transaction, PUR has issued 12,000
Compressed Shares to the former shareholders of Premier. Each
Compressed Share is the voting and economic equivalent to 1,000 PUR
Shares, and therefore the equivalent of 12,000,000 PUR Shares were
issued. The Compressed Shares are not listed on any exchange and
were created to assist PUR in maintaining PUR’s foreign private
issuer status under as defined in Rule 405 of the United States
Securities Act of 1933, on a go-forward basis and to ensure that
PUR was not immediately offside the foreign private issuer rules
upon completion of the Premier Transaction, so as to avoid a
commensurate material increase in PUR’s ongoing compliance costs.
The Compressed Shares are only being issued to the shareholders of
Premier in connection with the Premier Transaction. Compressed
Shares may be used in future transactions, as determined by
PUR.
In connection with the Arrangement and the
previously announced subscription receipt financing (the
“Offering”) conducted by PUR, a total of 4,763,457
subscription receipts of PUR (each, a “Subscription
Receipt”) were issued, and were converted into 4,763,457
PUR Shares and 2,381,727 common share purchase warrants of PUR
(each, a “Warrant”). Each Warrant entitles the
holder to purchase one PUR Share at a price of $2.50 until November
27, 2026. As a result of the conversion of the Subscription
Receipts, $6,858,579.12 that was previously held in escrow has been
released to PUR. Red Cloud Securities Inc. acted as lead agent and
sole bookrunner on behalf of a syndicate of agents including PI
Financial Corp. in connection with the Offering.
Effective as of the closing of the Arrangement
and Premier Transaction, the PUR management team is comprised of
Tim Rotolo as Chief Executive Officer and Greg Duras as Chief
Financial Officer. The board of directors of PUR is comprised of
Martin Tunney (Chair), Tim Rotolo, Michael Harrison and Daniel
Nauth.
PUR has received the conditional approval from
the TSX Venture Exchange (the “TSXV”) for listing
of the PUR Shares (the “Listing”). Listing is
subject to the final approval of the TSXV in accordance with its
original listing requirements. The Listing is expected to be
completed shortly following the Payment Date.
Early Warning Reporting
As part of the Arrangement, CUR was issued
7,753,572 PUR Shares from treasury of PUR and now has beneficial
ownership and control and direction over an aggregate of 3,876,786
PUR Shares, or 24.594% of the PUR Shares. When taking into account
the 12,000 Compressed Shares of PUR issued and outstanding, each of
which is convertible into 1,000 PUR Shares, and assuming their
conversion to PUR Shares, CUR has beneficial ownership and control
and direction over 13.964% of the Common Shares. The PUR Shares
issued to CUR and now held were issued at the equivalent of $1.50
per PUR Share, or an aggregate of $5,815,179. Prior to the
Arrangement and prior to PUR becoming a reporting issuer, CUR held
one super voting share of PUR, which was cancelled in the
Arrangement. The super voting share was not convertible into PUR
Shares. It represented the economic equivalent of one PUR Share but
provided CUR with 100,000,000 votes.
All PUR Shares held by CUR are held for
investment purposes. In the future, CUR (directly or indirectly),
may acquire and/or dispose of securities of PUR through the market,
privately or otherwise, as circumstances or market conditions may
warrant. Each of PUR and CUR are located at 217 Queen Street West,
Floor 4, Toronto, Ontario M5V 0R2. CUR is incorporated under the
Business Corporations Act (Ontario) and its business is described
below.
This portion of this news release is issued
pursuant to National Instrument 62-103 - The Early Warning System
and Related Take-Over Bid and Insider Reporting Issues, which also
requires an early warning report to be filed with the applicable
securities regulators containing additional information with
respect to the foregoing matters. A copy of the early warning
report of CUR will be available under PUR’s profile on SEDAR+
(www.sedarplus.ca).
About Consolidated Uranium
Consolidated Uranium Inc. (TSXV: CUR) (OTCQX:
CURUF) was created in early 2020 to capitalize on an anticipated
uranium market resurgence using the proven model of diversified
project consolidation. To date, the Company has acquired or has the
right to acquire uranium projects in Australia, Canada, Argentina,
and the United States each with significant past expenditures and
attractive characteristics for development.
The Company is currently advancing its portfolio
of permitted, past-producing conventional uranium and vanadium
mines in Utah and Colorado, with a toll milling arrangement in
place with Energy Fuels Inc., a leading U.S.-based uranium mining
company. These mines are currently on stand-by, ready for rapid
restart as market conditions permit, positioning CUR as a near-term
uranium producer.
About Premier American
Uranium
Premier American Uranium Inc. is focused on the
consolidation, exploration, and development of uranium projects in
the United States. One of PUR’s key strengths is the extensive land
holdings in two prominent uranium-producing regions in the United
States: The Great Divide Basin of Wyoming and the Uravan Mineral
Belt of Colorado. With a rich history of past production and
historic uranium mineral resources, PUR has work programs underway
to advance its portfolio.
Backed by Sachem Cove Partners, Consolidated
Uranium and additional institutional investors, and an unparalleled
team with U.S. uranium experience, PUR’s entry into the market
comes at a well-timed opportunity, as uranium fundamentals are
currently the strongest they have
been in a decade.
For More Information, Please
Contact:
Consolidated Uranium Inc.
Philip WilliamsChairman and
CEOinfo@consolidateduranium.com
Toll-Free: 1-833-572-2333Twitter:
@ConsolidatedUrwww.consolidateduranium.com
Premier American Uranium
Inc.
Tim RotoloCEO and Directorinfo@premierur.com
Toll-Free:
1-833-572-2333Twitter: @PremierAUraniumwww.premierur.com
Neither TSX Venture Exchange nor its Regulations
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Cautionary Statement Regarding
“Forward-Looking” Information
This news release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation. “Forward-looking information” includes, but is not
limited to, statements with respect to the anticipated timing for
delivery of the PUR Shares to CUR Shareholders and the Listing;
final approval of the Listing by the TSXV; and other activities,
events or developments that are expected, anticipated or may occur
in the future. Generally, but not always, forward-looking
information and statements can be identified by the use of words
such as “plans”, “expects”, “is expected”, “budget”, “scheduled”,
“estimates”, “forecasts”, “intends”, “anticipates”, or “believes”
or the negative connotation thereof or variations of such words and
phrases or state that certain actions, events or results “may”,
“could”, “would”, “might” or “will be taken”, “occur” or “be
achieved” or the negative connotation thereof. Such forward-looking
information and statements are based on numerous assumptions,
including the ability of the parties to receive, in a timely manner
and on satisfactory terms, necessary regulatory approvals; the
ability of the parties to satisfy, in a timely manner, the other
conditions to the completion of the Listing; and that general
business and economic conditions will not change in a material
adverse manner. Although the assumptions made in providing
forward-looking information or making forward-looking statements
are considered reasonable by management at the time, there can be
no assurance that such assumptions will prove to be accurate.
Forward-looking information and statements also
involve known and unknown risks and uncertainties and other
factors, which may cause actual events or results in future periods
to differ materially from any projections of future events or
results expressed or implied by such forward-looking information or
statements, including, among others: the diversion of management
time on transaction-related issues; expectations regarding negative
operating cash flow and dependence on third party financing,
uncertainty of additional financing, no known mineral reserves or
resources, reliance on key management and other personnel,
potential downturns in economic conditions, actual results of
exploration activities being different than anticipated, changes in
exploration programs based upon results, risks generally associated
with the mineral exploration industry, environmental risks, changes
in laws and regulations, community relations, delays in obtaining
governmental or other approvals and the risk factors with respect
to Consolidated Uranium set out in CUR’s annual information form in
respect of the year ended December 31, 2022 and with respect to
Premier American Uranium set out in CUR’s management information
circulated dated July 4, 2023, in each case filed with the Canadian
securities regulators and available under CUR’s profile on SEDAR+
at www.sedarplus.ca.
Although CUR and PUR have attempted to identify
important factors that could cause actual results to differ
materially from those contained in the forward-looking information
or implied by forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that forward-looking
information and statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated, estimated or intended. Accordingly, readers should not
place undue reliance on forward-looking statements or information.
CUR and PUR undertake no obligation to update or reissue
forward-looking information as a result of new information or
events except as required by applicable securities laws.
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